Shock has been a key term for critical approaches to modernist literature since Walter Benjamin defined modern experience as a “series of shocks and collisions.” This essay brings to light an alternate framework for modernism, which has nineteenth-century roots in Ralph Waldo Emerson’s formulation of life as “a series of surprises.” I focus on The Ambassadors to elaborate Henry James’s syntax of surprise, an idiosyncratic grammar of time and attention that distinguishes his late novels of consciousness from his initial novelistic economy of shock. As I contend, Jamesian surprise is central to a wider aesthetics of surprise, which recasts modernist representations of time and consciousness on both sides of the Atlantic.